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                                                                    EXHIBIT 10.7

                        AMENDMENT NO. 1 TO NOTE AGREEMENT

      THIS AMENDMENT NO. 1 TO NOTE AGREEMENT (this "AMENDMENT") is entered into
as of December 15, 2004 by and among LASALLE BANK NATIONAL ASSOCIATION, as
Trustee of the BUCKEYE PIPE LINE SERVICES COMPANY EMPLOYEE STOCK OWNERSHIP PLAN
TRUST (the "ESOP TRUST"), and each of the undersigned holders of Notes (as
defined below).

                                    RECITALS

      A. The ESOP Trust and the undersigned holders of Notes entered into a Note
Agreement dated as of May 4, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, including by this Amendment, the
"AGREEMENT"), pursuant to which the ESOP Trust issued and sold to such holders
the ESOP Trust's 3.60% Senior Secured Notes due March 28, 2011, in the aggregate
principal amount of $44,133,600 (together with any notes issued in substitution
or exchange therefor pursuant to the Agreement, the "NOTES"). Capitalized terms
used and not otherwise defined in this Amendment shall have the respective
meanings ascribed to them in the Agreement.

      B. In connection with the issuance and sale of the Notes pursuant to the
Agreement, Buckeye Pipe Line Services Company, a Pennsylvania corporation (the
"SERVICES COMPANY") entered into a Guaranty Agreement dated as of May 4, 2004
(as amended, restated, supplemented or otherwise modified from time to time, the
"GUARANTY AGREEMENT"), in favor of the holders from time to time of the Notes.

      C. The undersigned holders of Notes have been advised that the Manager,
the Master Partnership and certain of their respective Affiliates desire to
effect a restructuring of certain contractual rights and obligations and other
arrangements, which will include the following: (i) the Manager will transfer
its general partner interests in the Master Partnership and each of the
Operating Companies that is a limited partnership to Buckeye GP LLC, a newly
formed Delaware limited liability company and wholly owned subsidiary of the
Manager (the "NEW MANAGER"); (ii) the New Manager will become the new general
partner of the Master Partnership and each of such Operating Companies and will
assume all of the rights and obligations of the Manager as general partner of
the Master Partnership and each of such Operating Companies; (iii) the Services
Agreement (as defined in the Agreement before giving effect to this Amendment)
will be terminated and a new services agreement will be entered into by and
among the Master Partnership, certain of the Operating Companies and the
Services Company; (iv) the Manager will assign all of its contractual rights and
obligations, other than those under the Incentive Compensation Agreement, to the
New Manager, and the New Manager will assume all such rights and obligations;
(v) BMC and the Manager will merge with and into Glenmoor, which will
immediately thereafter change its name to MainLine Sub LLC and will thereafter
directly own all of the issued and outstanding equity interests in the New
Manager; and (vi) certain additional actions necessary or advisable in order to
effect the foregoing will be taken.

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      D. To facilitate the above-described restructuring, the ESOP Trustee and
the Services Company have requested that the Agreement be amended as provided
hereinbelow, and the undersigned holders of Notes are willing to agree to such
amendments, upon and subject to the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, subject to the terms and
conditions set forth herein, and, in the case of the undersigned holders of
Notes, in reliance on the representations and warranties of the ESOP Trustee
contained herein, as follows:

      SECTION 1. AMENDMENTS TO AGREEMENT. Effective as of the Amendment
Effective Date (as defined below):

            (a) Amendments to Paragraph 11B (Other Terms).

                  (i) Paragraph 11B of the Agreement is amended by deleting in
            their entirety the definitions of ""Exchange Agreement", "Glenmoor
            Management Agreement", "GP Entities", "Incentive Compensation
            Agreement" and "Intercreditor Agreement". From and after the
            Amendment Effective Date, all references to any of such terms in the
            Agreement or in any of the other Note Documents shall have no
            further force or effect.

                  (ii) Paragraph 11B of the Agreement is further amended by
            deleting in its entirety the definition of "Manager" and replacing
            it with the following:

                        " "MANAGER" shall mean (i) prior to consummation of the
                  Restructuring, Buckeye Pipe Line Company LLC, a Delaware
                  limited liability company (formerly Buckeye Pipe Line Company,
                  a Delaware corporation), and (ii) immediately following
                  consummation of the Restructuring, Buckeye GP LLC, a Delaware
                  limited liability company and wholly owned Subsidiary of
                  MainLine. "

                  (iii) Paragraph 11B of the Agreement is further amended by
            deleting in its entirety the definition of "Services Agreement" and
            replacing it with the following:

                        " "SERVICES AGREEMENT" shall mean the Services
                  Agreement, dated as of December 15, 2004, by and among the
                  Master Partnership, the Operating Companies parties thereto
                  and the Services Company, as the same may be amended,
                  restated, supplemented or otherwise modified from time to
                  time."

                  (iv) Paragraph 11B of the Agreement is further amended by
            adding the following new definitions in their respective appropriate
            alphabetical positions:

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                        " "AMENDMENT NO. 1" shall mean Amendment No. 1 to Note
                  Agreement, dated as of December 15, 2004, by and among the
                  ESOP Trust and the holders of Notes parties thereto.

                        "AMENDMENT NO. 1 EFFECTIVE DATE" shall mean the date on
                  which all conditions to effectiveness set forth in paragraph 2
                  of Amendment No. 1 to this Agreement have been satisfied."

                        "MAINLINE" shall mean, following the merger of Buckeye
                  Pipe Line Company LLC, Buckeye Management Company and Glenmoor
                  LLC, MainLine Sub LLC, a Delaware limited liability company
                  formerly known as Glenmoor LLC.

                        "RESTRUCTURING" shall mean, collectively, the following:
                  (i) the transfer by Buckeye Pipe Line Company, LLC, a Delaware
                  limited liability company (the "Existing Manager") of its
                  general partner interests in the Master Partnership and each
                  of the Operating Companies that is a limited partnership to
                  Buckeye GP LLC, a newly formed Delaware limited liability
                  company and wholly owned subsidiary of the Existing Manager
                  (the "New Manager"); (ii) the termination of that certain
                  Second Amended and Restated Services Agreement, dated as of
                  May 4, 2004, among Buckeye Management Company LLC, Buckeye
                  Pipe Line Company LLC and the Services Company and the
                  execution and delivery by the parties thereto of the Services
                  Agreement in replacement thereof; (iii) the assignment by the
                  Existing Manager of all of its contractual rights and
                  obligations, other than those under that certain Third Amended
                  and Restated Incentive Compensation Agreement, dated as of May
                  4, 2004, by and between the Existing Manager and the Master
                  Partnership, to the New Manager, and the assumption by the New
                  Manager of all such rights and obligations; (iv) the merger of
                  BMC and the Existing Manager with and into MainLine, which
                  will thereafter directly own all of the issued and outstanding
                  equity interests in the New Manager; and (v) certain
                  additional actions necessary or advisable in order to effect
                  the foregoing."

            (b) Amendment to Paragraph 12I (Limitation of ESOP Liability).
      Paragraph 12I of the Agreement is amended by deleting in its entirety the
      parenthetical set forth in subclause (i)(b) thereof and replacing it with
      the following:

                  "(in each case whether derived from contributions under
            Article V of the Services Agreement, out of distributions received
            from the Master Partnership in respect of the limited partnership
            units of the Master Partnership owned by the Services Company or
            otherwise)"

      SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date hereof (the "AMENDMENT EFFECTIVE DATE"), subject to the
following conditions:

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            (a) Certain Documents. The holders of Notes shall have received the
      following, each in form, scope and substance satisfactory to the holders
      and duly executed and delivered by all parties thereto:

                  (i) a counterpart of this Amendment;

                  (ii) a counterpart of Amendment No. 1 to Guaranty Agreement,
            dated as of the date hereof, between the Services Company and the
            holders of Notes (the "GUARANTY AMENDMENT");

                  (iii) a certificate of the Secretary or an Assistant Secretary
            of the ESOP Trustee, (A) attaching resolutions evidencing approval
            of the transactions contemplated by this Amendment and any other
            documents to be executed and delivered by the ESOP Trust in
            connection herewith or therewith and the execution, delivery and
            performance thereof, authorizing certain officers to execute and
            deliver the same, and certifying that such resolutions were duly and
            validly adopted and have not since been amended, revoked or
            rescinded, (B) certifying as to the names, titles and true
            signatures of the officers of the ESOP Trustee authorized to sign,
            on behalf of the ESOP Trust on the date hereof, this Amendment and
            any other documents to be executed and delivered by the ESOP Trust
            in connection herewith or therewith, and (C) attaching any
            amendments or modifications to the Articles of Association of the
            ESOP Trustee since May 4, 2004, or certifying that no such
            amendments or modifications have been effected;

                  (iv) a certificate of the Secretary or an Assistant Secretary
            of the Services Company, (A) attaching resolutions evidencing
            approval of the transactions contemplated by the Guaranty Amendment
            and any other documents to be executed and delivered by the Services
            Company in connection herewith or therewith and the execution,
            delivery and performance thereof, authorizing certain officers to
            execute and deliver the same, and certifying that such resolutions
            were duly and validly adopted and have not since been amended,
            revoked or rescinded, (B) certifying as to the names, titles and
            true signatures of the officers or other authorized persons of the
            Services Company authorized to sign, on behalf of the Services
            Company on the date hereof, the Guaranty Amendment and any other
            documents to be executed and delivered by the Services Company in
            connection herewith or therewith, (C) attaching a copy (certified by
            the Secretary of State of the Commonwealth of Pennsylvania within 10
            Business Days of the Amendment Effective Date) of the Index and
            Docket Record of the Services Company, (D) certifying that no
            dissolution or liquidation proceedings as to the Services Company
            have been commenced or are contemplated, and (E) attaching any
            amendments or modifications to the Articles of Incorporation or
            Bylaws of the Services Company since May 4, 2004, or certifying that
            no such amendments or modifications have been effected;

                  (v) favorable opinions of counsel to (A) the ESOP Trustee, (B)
            the Services Company and (C) the Master Partnership and each of the
            Operating

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            Companies parties to the Services Agreement, each as to such matters
            relating to the transactions contemplated by this Amendment, the
            Guaranty Amendment and the Restructuring as the holders of Notes may
            reasonably request;

                  (vi) An Officer's Certificate of the ESOP Trustee, certifying
            that, after giving effect to this Amendment and the transactions
            contemplated hereby, (A) the representations and warranties of the
            ESOP and the ESOP Trustee contained in this Amendment, the Agreement
            and the other Note Documents are true on and as of the date hereof,
            (B) there exists on the date hereof no Event of Default or Default,
            either before or immediately after giving effect to this Amendment
            and the transactions contemplated hereby (including, without
            limitation, the Restructuring), and (C) on the date hereof there
            exists or has occurred no condition, event or act which could
            reasonably be expected to have a Material Adverse Effect;

                  (vii) An Officer's Certificate of the Services Company,
            certifying that, after giving effect to this Amendment, the Guaranty
            Amendment and the transactions contemplated hereby and thereby, (A)
            the representations and warranties of the Services Company contained
            in the Guaranty Amendment, the Guaranty Agreement and the other Note
            Documents are true on and as of the date hereof, (B) there exists on
            the date hereof no Event of Default or Default (each as defined in
            the Guaranty Agreement), either before or immediately after giving
            effect to the Guaranty Amendment and the transactions contemplated
            thereby (including, without limitation, the Restructuring), and (C)
            on the date hereof there exists or has occurred no condition, event
            or act which could reasonably be expected to have a Material Adverse
            Effect (as defined in the Guaranty Agreement);

                  (viii) a certificate of an officer of the Manager attaching
            copies of all instruments, agreements or other documents to be
            entered into by the Services Company, the ESOP Trust, MainLine, the
            Manager, the Master Partnership or any of the Operating Companies in
            connection with, or otherwise relating to, the Restructuring
            (collectively, the "RESTRUCTURING DOCUMENTS"), the terms and
            conditions of each of which shall be in full force and effect and
            shall not have been amended, modified or waived except with the
            prior written consent of each holder of Notes; and

                  (ix) such additional documents or certificates as may be
            reasonably requested by any holder of Notes.

            (b) Proceedings; Related Transactions. All corporate and other
      proceedings taken or to be taken in connection with (i) the transactions
      contemplated hereby and all documents incident thereto and (ii) the
      Restructuring and all related transactions contemplated by the
      Restructuring Documents shall in each case be satisfactory in form, scope
      and substance to the holders of Notes, and each such holder shall have
      received all such counterpart originals or certified or other copies of
      such documents as it may reasonably request. In addition, each such holder
      shall have received evidence satisfactory to it that the Restructuring
      shall have been consummated on or before the Amendment

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      Effective Date, pursuant to and in accordance with the terms and
      conditions of the Restructuring Documents (no material terms thereof
      having been amended, supplemented, waived or otherwise modified without
      such holder's prior written consent).

            (c) Payment of Fees. Without limiting the provisions of paragraph
      12B of the Agreement, special counsel to the holders of Notes shall have
      received its fees, charges and disbursements to the extent reflected in a
      statement of such special counsel rendered to the ESOP Trustee and/or the
      Services Company at least one Business Day prior to the Amendment
      Effective Date.

      SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce the
undersigned holders of Notes to enter into this Amendment, the ESOP Trustee,
both on its own behalf and in its capacity as Trustee of the ESOP, represents
and warrants as follows:

            (a) Power and Authority; Enforceability. The ESOP Trustee has all
      requisite power to execute, deliver, and perform its obligations under
      this Amendment and under the Agreement as amended hereby, and to bind the
      ESOP Trust in connection therewith. The execution, delivery and
      performance by the ESOP Trust of this Amendment and of the Agreement as
      amended hereby, and of all documents to be executed and delivered in
      connection herewith, have been duly authorized by all requisite action on
      the part of the ESOP Trustee. The ESOP Trustee has duly executed and
      delivered this Amendment on behalf of the ESOP Trust, and this Amendment
      and the Agreement as amended hereby constitute the legal, valid and
      binding obligations of the ESOP Trust, enforceable against the ESOP Trust
      in accordance with their respective terms.

            (b) No Conflicts. The execution, delivery and performance by the
      ESOP Trust of this Amendment and of the Agreement as amended hereby do not
      and will not (i) contravene the terms of any of the ESOP Documents, (ii)
      conflict with or result in any breach or contravention of, or the creation
      of any Lien under, any document evidencing any contractual obligation to
      which the ESOP is a party or otherwise subject, or any order, injunction,
      writ or decree of any governmental authority binding on the ESOP or its
      properties, or (iii) violate any applicable statute, law, rule or
      regulation binding on or affecting the ESOP.

            (c) Representations and Warranties. The representations and
      warranties of the ESOP Trustee contained in this Amendment, the Agreement
      and the other Note Documents are true on and as of the date hereof.

            (d) No Default or Event of Default. No Default or Event of Default
      exists as of the date hereof, either before or immediately after giving
      effect to this Amendment and the transactions contemplated hereby
      (including, without limitation, the Restructuring).

            (e) No Material Adverse Effect. There exists or has occurred no
      condition, event or act which could reasonably be expected to have a
      Material Adverse Effect

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      SECTION 4. MISCELLANEOUS.

            (a) Effect on Agreement. On and after the Amendment Effective Date,
      each reference in the Agreement to "this Agreement", "hereunder",
      "hereof", or words of like import referring to the Agreement and each
      reference in the Notes and all other Note Documents to "the Agreement",
      "thereunder", "thereof", or words of like import referring to the
      Agreement shall mean the Agreement as amended by this Amendment. The
      Agreement, as amended by this Amendment, is and shall continue to be in
      full force and effect and is hereby in all respects ratified and
      confirmed.

            (b) Expenses. The ESOP Trust confirms its agreement, pursuant to
      paragraph 12B of the Agreement, to pay promptly all expenses of the
      holders of Notes related to this Amendment and all matters contemplated
      hereby, including without limitation all fees and expenses of the holders'
      special counsel.

            (c) No Waiver. The execution, delivery and effectiveness of this
      Amendment shall not, except as expressly set forth herein, operate as a
      waiver of any right, power or remedy of any holder or holders of Notes,
      nor constitute a waiver of any provision of the Agreement, the Notes or
      any other Note Document.

            (d) Affirmation of Obligations. Notwithstanding that such consent is
      not required under the Guaranty Agreement or any of the other Note
      Documents to which it is a party, the Services Company consents to the
      execution and delivery of this Amendment by the parties hereto and the
      amendment of the Agreement effected hereby. As a material inducement to
      the undersigned to amend the Agreement as set forth herein, the Services
      Company (i) acknowledges and confirms the continuing existence, validity
      and effectiveness of the Guaranty Agreement and each of the other Note
      Documents to which it is a party and (ii) agrees that the execution,
      delivery and performance of this Amendment shall not in any way release,
      diminish, impair, reduce or otherwise affect its obligations thereunder.

            (e) GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
      LAW OF THE STATE OF NEW YORK.

            (f) Counterparts. This Amendment may be executed in counterparts,
      each of which shall be deemed an original and all of which taken together
      shall constitute one and the same document. Delivery of this Amendment may
      be made by telecopy or electronic transmission of a duly executed
      counterpart copy hereof; provided that any such delivery by electronic
      transmission shall be effective only if transmitted in .pdf format, .tif
      format or other format in which the text is not readily modifiable by any
      recipient thereof.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Amendment as of the day and year first above written.

                                    LASALLE BANK NATIONAL
                                    ASSOCIATION, not in its
                                    individual or corporate
                                    capacity but solely as
                                    Trustee of THE BUCKEYE PIPE
                                    LINE SERVICES COMPANY
                                    EMPLOYEE STOCK OWNERSHIP
                                    PLAN TRUST

                                    By: /s/ E. Vaughn Gordy
                                        ----------------------------------------
                                        E. Vaughn Gordy
                                        Senior Vice President

                                    THE PRUDENTIAL INSURANCE COMPANY
                                       OF AMERICA

                                    By: /s/ Brian N. Thomas
                                        ----------------------------------------
                                        Brian N. Thomas
                                        Vice President

                                    PRUCO LIFE INSURANCE COMPANY

                                    By: /s/ Brian N. Thomas
                                        ----------------------------------------
                                        Brian N. Thomas
                                        Vice President

                                    PRUCO LIFE INSURANCE COMPANY
                                       OF NEW JERSEY

                                    By: /s/ Brian N. Thomas
                                        ----------------------------------------
                                        Brian N. Thomas
                                        Vice President

AGREED TO AND ACKNOWLEDGED BY THE UNDERSIGNED
FOR THE PURPOSES SET FORTH IN PARAGRAPH 4(d):

BUCKEYE PIPE LINE SERVICES COMPANY

By: /s/ Stephen C. Muther
    --------------------------------
Name: Stephen C. Muther
Title: Senior Vice President-Administration,
General Counsel and Secretary

              [Signature Page - Amendment No. 1 to Note Agreement]